NOTE 1 -  INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The interim condensed consolidated financial statements are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of Management, the interim financial statements include all normal adjustments and disclosures necessary to present fairly the Company’s financial position as of December 31, 2014, the results of its operations for the three and six month periods ended December 31, 2014 and 2013, and its cash flows for the six month periods ended December 31, 2014 and 2013. These statements should be read in conjunction with the financial statements and footnotes included in the fiscal 2014 Annual Report on Form 10-K.  Financial information as of June 30, 2014 has been derived from the Company’s audited consolidated financial statements.

 

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Consolidation:

 

The condensed consolidated financial statements include the accounts of LSI Industries Inc. (an Ohio corporation) and its subsidiaries (collectively, the “Company”), all of which are wholly owned.  All intercompany transactions and balances have been eliminated in consolidation.

 

Revenue Recognition:

 

Revenue is recognized when title to goods and risk of loss have passed to the customer, there is persuasive evidence of a purchase arrangement, delivery has occurred or services have been rendered, and collectability is reasonably assured.  Revenue from product sales is typically recognized at time of shipment.  In certain arrangements with customers, as is the case with the sale of some of our solid-state LED (light emitting diode) video screens, revenue is recognized upon customer acceptance of the video screen at the job site.  Sales are recorded net of estimated returns, rebates and discounts. Amounts received from customers prior to the recognition of revenue are accounted for as customer pre-payments and are included in accrued expenses.

 

The Company has five sources of revenue:  revenue from product sales; revenue from installation of products; service revenue generated from providing integrated design, project and construction management, site engineering and site permitting; revenue from the management of media content and digital hardware related to active digital signage; and revenue from shipping and handling.

 

Product revenue is recognized on product-only orders upon passing of title and risk of loss, generally at time of shipment.  However, product revenue related to orders where the customer requires the Company to install the product is recognized when the product is installed.  The Company provides product warranties and certain post-shipment service, support and maintenance of certain solid state LED video screens and billboards.

 

Installation revenue is recognized when the products have been fully installed.  The Company is not always responsible for installation of products it sells and has no post-installation responsibilities, other than normal warranties.

 

Service revenue from integrated design, project and construction management, and site permitting is recognized when all products at each customer site have been installed.

 

Revenue from the management of media content and digital hardware related to active digital signage is recognized evenly over the service period with the customer. Media content service periods with most customers range from 1 month to 1 year.

 

Shipping and handling revenue coincides with the recognition of revenue from sale of the product.

   

   

The Company evaluates the appropriateness of revenue recognition in accordance with Accounting Standards Codification (“ASC”) Subtopic 605-25, “Revenue Recognition:  Multiple–Element Arrangements.” In situations where the Company is responsible for re-imaging programs with multiple sites, each site is viewed as a separate unit of accounting and has stand-alone value to the customer. Revenue is recognized upon the Company’s complete performance at the location, which may include a site survey, graphics products, lighting products, and installation of products. The selling price assigned to each site is based upon an agreed upon price between the Company and its customer and reflects the estimated selling price for that site relative to the selling price for sites with similar image requirements.

 

The Company also evaluates the appropriateness of revenue recognition in accordance with ASC Subtopic 985-605, “Software:  Revenue Recognition.”  Our solid-state LED video screens, billboards and active digital signage contain software elements which the Company has determined are incidental and excluded from the scope of ASC Subtopic 985-605.

 

Credit and Collections:

 

The Company maintains allowances for doubtful accounts receivable for probable estimated losses resulting from either customer disputes or the inability of its customers to make required payments.  If the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against income.  The Company determines its allowance for doubtful accounts by first considering all known collectability problems of customers’ accounts, and then applying certain percentages against the various aging categories based on the due date of the remaining receivables.  The resulting allowance for doubtful accounts receivable is an estimate based upon the Company’s knowledge of its business and customer base, and historical trends.  The Company also establishes allowances, at the time revenue is recognized, for returns, discounts, pricing and other possible customer deductions.  These allowances are based upon historical trends.

 

The following table presents the Company’s net accounts receivable at the dates indicated.

 

(In thousands)		December 31,				June 30,
		2014				2014
Accounts receivable		$	44,450			$	43,047
less Allowance for doubtful accounts			(355	)			(294	)
Accounts receivable, net		$	44,095			$	42,753

 

Cash and Cash Equivalents:

 

The cash balance includes cash and cash equivalents which have original maturities of less than three months.  The Company maintains balances at financial institutions in the United States. The FDIC limit for insurance coverage on non-interest bearing accounts is $250,000. As of December 31, 2014 and June 30, 2014, the Company had bank balances of $20,926,000 and $12,367,000, respectively, without insurance coverage. Of these amounts, $741,000 was held in foreign bank accounts as of June 30, 2014. As a result of the sale of LSI Saco Technologies Inc., there are no longer cash accounts in foreign banks as of December 31, 2014 (See Note 13).

 

Inventories:

 

Inventories are stated at the lower of cost or market.  Cost of inventories includes the cost of purchased raw materials and components, direct labor, as well as manufacturing overhead which is generally applied to inventory based on direct labor and material content. Cost is determined on the first-in, first-out basis.

 

Property, Plant and Equipment and Related Depreciation:

 

Property, plant and equipment are stated at cost.  Major additions and betterments are capitalized while maintenance and repairs are expensed.  For financial reporting purposes, depreciation is computed on the straight-line method over the estimated useful lives of the assets as follows:

 

Buildings (years)		28	-	40
Machinery and equipment ( years)		3	-	10
Computer software ( years)		3	-	8

   

 

Costs related to the purchase, internal development, and implementation of the Company’s fully integrated enterprise resource planning/business operating software system are either capitalized or expensed in accordance with ASC Subtopic 350-40, “Intangibles – Goodwill and Other:  Internal-Use Software.”  Leasehold improvements are amortized over the shorter of fifteen years or the remaining term of the lease.

 

The Company recorded $1,425,000 and $1,353,000 of depreciation expense in the second quarter of fiscal 2015 and 2014, respectively, and $2,863,000 and $2,563,000 of depreciation expense in the first half of fiscal 2015 and 2014, respectively.

 

Intangible Assets:

 

Intangible assets consisting of customer relationships, trade names and trademarks, patents, technology and software, and non-compete agreements are recorded on the Company's balance sheet.  The definite-lived intangible assets are being amortized to expense over periods ranging between five and twenty years.  The Company evaluates definite-lived intangible assets for permanent impairment when triggering events are identified. Neither indefinite-lived intangible assets nor the excess of cost over fair value of assets acquired ("goodwill") are amortized, however they are subject to review for impairment.  See additional information about goodwill and intangibles in Note 7.

 

Fair Value:

 

The Company has financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, and on occasion, long-term debt.  The fair value of these financial instruments approximates carrying value because of their short-term maturity and/or variable, market-driven interest rates.  The Company has no financial instruments with off-balance sheet risk.

 

Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in goodwill and other intangible asset impairment analyses, in the purchase price of acquired companies (if any), and in the valuation of the contingent earn-out. The fair value measurement of these nonfinancial assets and nonfinancial liabilities is based on significant inputs not observable in the market and thus represent Level 3 measurements as defined in ASC 820, “Fair Value Measurement.”

 

Product Warranties:

 

The Company offers a limited warranty that its products are free of defects in workmanship and materials.  The specific terms and conditions vary somewhat by product line, but generally cover defective products returned within one to five years, with some exceptions where the terms extend to 10 years, from the date of shipment.  The Company records warranty liabilities to cover the estimated future costs for repair or replacement of defective returned products as well as products that need to be repaired or replaced in the field after installation.  The Company calculates its liability for warranty claims by applying estimates to cover unknown claims, as well as estimating the total amount to be incurred for known warranty issues.  The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

 

Changes in the Company’s warranty liabilities, which are included in accrued expenses in the accompanying consolidated balance sheets, during the periods indicated below were as follows:

 

		Six				Six				Fiscal
		Months Ended				Months Ended				Year Ended
(In thousands)		December 31,				December 31,				June 30,
		2014				2013				2014
Balance at beginning of the period		$	2,662			$	1,424			$	1,424
Additions charged to expense			1,557				1,208				3,816
Deductions for repairs and replacements			(971	)			(1,190	)			(2,578	)
Balance at end of the period		$	3,248			$	1,442			$	2,662

 

 

Research and Development Costs:

 

Research and development expenses are costs directly attributable to new product development, including the development of new technology for both existing and new products, and consist of salaries, payroll taxes, employee benefits, materials, supplies, depreciation and other administrative costs.   The Company follows the requirements of ASC Subtopic 985-20, “Software:  Costs of Software to be Sold, Leased, or Marketed,” and expenses as research and development all costs associated with development of software used in solid-state LED products.  All costs are expensed as incurred and are included in selling and administrative expenses. Research and development costs related to both product and software development totaled $1,450,000 and $2,127,000 for the three months ended December 31, 2014 and 2013, respectively, and $3,301,000 and $4,081,000 for the six months ended December 31, 2014 and 2013, respectively.

   

 

Earnings Per Common Share:

 

The computation of basic earnings per common share is based on the weighted average common shares outstanding for the period net of treasury shares held in the Company’s non-qualified deferred compensation plan.  The computation of diluted earnings per share is based on the weighted average of common shares outstanding for the period and includes common share equivalents.  Common share equivalents include the dilutive effect of stock options, contingently issuable shares and common shares to be issued under a deferred compensation plan, all of which totaled 383,000 shares and 561,000 shares for the three months ended December 31, 2014 and 2013, respectively, and 383,000 shares and 468,000 shares for the six months ended December 31, 2014 and 2013, respectively.   See further discussion in Note 4.

 

New Accounting Pronouncements:

 

In July 2013, the Financial Accounting Standards Board issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This amended guidance is intended to eliminate the diversity that is in practice with regard to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amended guidance is effective for fiscal years and interim periods within those years, beginning after December 15, 2013, or the Company’s fiscal year 2015, with early adoption permissible. The adoption of this guidance did not have a material impact on the financial statements.

 

In September 2013, the Internal Revenue Service issued Treasury Decision 9636, which enacted final tax regulations regarding the capitalization and expensing of amounts paid to acquire, produce, or improve tangible property. The regulations also include guidance regarding the retirement of depreciable property. The regulations are required to be effective in taxable years beginning on or after January 1, 2014, or the Company’s fiscal year 2015. The Company has reviewed the impact of the final regulations and the anticipated impact to the financial statements is not material.

 

In June 2014, the Financial Accounting Standards Board issued ASU 2014-09, “Revenue from Contracts with Customers.” This amended guidance supersedes and replaces all existing U.S. GAAP revenue recognition guidance. The guidance established a new revenue recognition model, changes the basis for deciding when revenue is recognized over a point in time, provides new and more detailed guidance on specific revenue topics, and expands and improves disclosures about revenue. The amended guidance is effective for fiscal years and interim periods within those years, beginning after December 15, 2016, or the Company’s fiscal year 2018. The Company has not yet determined the impact the amended guidance will have on its financial statements.

 

Comprehensive Income:

 

The Company does not have any comprehensive income items other than net income (loss). The functional currency of the Company’s former Canadian operation was the U.S. dollar.

 

Subsequent Events:

 

The Company has evaluated subsequent events for potential recognition and disclosure through the date the condensed consolidated financial statements were filed.  No items were identified during this evaluation that required adjustment to or disclosure in the accompanying financial statements (See Note 14).

 

Use of Estimates:

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.

   

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NOTE 3 - BUSINESS SEGMENT INFORMATION

 

ASC Topic 280, “Segment Reporting,” establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer) in making decisions on how to allocate resources and assess performance. While the Company has twelve operating segments, it has only three reportable operating business segments (Lighting, Graphics, and Electronic Components), an All Other Category, and Corporate and Eliminations.

 

The Lighting Segment includes outdoor, indoor, and landscape lighting utilizing both traditional and LED light sources, that has been fabricated and assembled for the commercial, industrial and multi-site retail lighting markets, the Company’s primary niche markets (petroleum / convenience store market, automotive dealership market, and quick service restaurant market), and LED solid state digital sports video screens. LED video screens are designed and manufactured by the Company’s Lighting Segment. The Lighting Segment includes the operations of LSI Ohio Operations, LSI Metal Fabrication, LSI MidWest Lighting and LSI Lightron.  These operations have been integrated, have similar economic characteristics and meet the other requirements for aggregation in segment reporting.   

 

The Graphics Segment designs, manufactures and installs exterior and interior visual image elements related to traditional graphics and active digital signage along with the management of media content related to digital signage. These products are used in visual image programs in several markets, including the petroleum / convenience store market and multi-site retail operations. The Graphics Segment includes the operations of Grady McCauley, LSI Retail Graphics and LSI Integrated Graphic Systems, which have been aggregated as each facility manufactures two-dimensional graphics with the use of screen and digital printing, fabricate three-dimensional structural graphics sold in the multi-site retail, petroleum / convenience store markets and with other markets, and each exhibit similar economic characteristics and meet the other requirements for aggregation in segment reporting.

 

The Electronic Components Segment designs, engineers and manufactures custom designed electronic circuit boards, assemblies and sub-assemblies, and various products used in other applications including the control of solid-state LED lighting and metal halide lighting.  The Electronic Components Segment includes the operations of LSI ADL Technology as well as LSI Controls (formerly LSI Virticus). LSI ADL Technology sells electronic circuit boards, assemblies and sub-assemblies directly to customers and also has significant inter-segment sales to the Lighting Segment. LSI Controls sells lighting control systems directly to customers and to the Lighting Segment. Products produced by this segment may have applications in the Company’s other LED product lines such as digital scoreboards, advertising ribbon boards and billboards.  

 

The All Other Category includes the Company’s operating segments that historically neither meet the aggregation criteria, nor the criteria to be a separate reportable segment.  The Operations of LSI Images (menu board systems), LSI Adapt (implementation, installation and program management services related to products of the Graphics and Lighting Segments) and LSI Saco Technologies (designed and produced high-performance light engines, large format video screens using solid-state LED technology, and certain specialty LED lighting) are combined in the All Other Category. LSI Saco Technologies was sold on September 30, 2014 (See Note 13).

 

The Company’s corporate administration activities are reported in a line item titled Corporate and Eliminations.  This primarily includes intercompany profit in inventory eliminations, expense related to certain corporate officers and support staff, the Company’s internal audit staff, expense related to the Company’s Board of Directors, stock option expense for options granted to corporate administration employees, certain consulting expenses, investor relations activities, and a portion of the Company’s legal, auditing and professional fee expenses. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes, and deferred income tax assets.

 

There was no concentration of consolidated net sales in the three or six months ended December 31, 2014 or 2013.  There was no concentration of accounts receivable at December 31, 2014 or June 30, 2014.

   

 

Summarized financial information for the Company’s reportable business segments is provided for the indicated periods and as of December 31, 2014 and June 30, 2014:

   

		Three Months Ended								Six Months Ended
( In thousands)		December 31								December 31
		2014				2013				2014				2013
Net Sales:
Lighting Segment		$	59,848			$	57,380			$	116,369			$	116,851
Graphics Segment			18,740				12,954				32,551				26,962
Electronic Components Segment			4,598				4,073				10,478				9,153
All Other Category			1,529				1,716				3,783				3,643
		$	84,715			$	76,123			$	163,181			$	156,609
Operating Income (Loss):
Lighting Segment		$	3,964			$	2,157			$	8,084			$	5,968
Graphics Segment			460				(275	)			246				(112	)
Electronic Components Segment			625				1,041				1,364				2,013
All Other Category			605				124				689				128
Corporate and Eliminations			(3,430	)			(1,536	)			(5,625	)			(3,647	)
		$	2,224			$	1,511			$	4,758			$	4,350
Capital Expenditures:
Lighting Segment		$	599			$	696			$	1,186			$	1,187
Graphics Segment			523				177				857				234
Electronic Components Segment			241				413				280				483
All Other Category			10				10				14				39
Corporate and Eliminations			61				195				67				778
		$	1,434			$	1,491			$	2,404			$	2,721
Depreciation and Amortization:
Lighting Segment		$	744			$	703			$	1,482			$	1,409
Graphics Segment			251				232				499				453
Electronic Components Segment			310				367				632				733
All Other Category			5				42				38				82
Corporate and Eliminations			242				217				487				292
		$	1,552			$	1,561			$	3,138			$	2,969

 

 

		December 31, 2014				June 30, 2014
Identifiable Assets:
Lighting Segment		$	92,385			$	96,499
Graphics Segment			26,230				22,312
Electronic Components Segment			30,093				30,788
All Other Category			4,443				4,987
Corporate and Eliminations			20,627				15,302
		$	173,778			$	169,888

 

 

The segment net sales reported above represent sales to external customers.  Segment operating income, which is used in management’s evaluation of segment performance, represents net sales less all operating expenses including impairment of goodwill, but excluding interest expense and interest income. Identifiable assets are those assets used by each segment in its operations. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes, and deferred income tax assets.

   

 

The Company records a 10% mark-up on intersegment revenues. Any intersegment profit in inventory is eliminated in consolidation. Intersegment revenues were eliminated in consolidation as follows:

 

		Three Months Ended								Six Months Ended
		December 31								December 31
(In thousands)		2014				2013				2014				2013
Lighting Segment inter-segment net sales		$	445			$	925			$	1,497			$	1,823
Graphics Segment inter-segment net sales		$	147			$	195			$	856			$	400
Electronic Components inter-segment net sales		$	7,675			$	9,450			$	14,947			$	17,954
All Other Category inter-segment net sales		$	3,618			$	2,037			$	5,171			$	4,192

 

The Company considers its geographic areas to be:  1) the United States, and 2) Canada.  The majority of the Company’s operations are in the United States, with one operation in Canada.  As a result of the sale of LSI Saco Technologies Inc., the Company no longer has a presence in Canada as of September 30, 2014 (See Note 13). The geographic distribution of the Company’s net sales and long-lived assets are as follows:

 

 

		Three Months Ended								Six Months Ended
( In thousands)		December 31								December 31
		2014				2013				2014				2013
Net Sales (a):
United States		$	84,715			$	76,060			$	163,140			$	155,733
Canada			--				63				41				876
		$	84,715			$	76,123			$	163,181			$	156,609

 

 

		December 31,				June 30,
		2014				2014
Long-lived Assets (b):
United States		$	45,980			$	45,886
Canada			--				190
		$	45,980			$	46,076

 

 

a.	Net sales are attributed to geographic areas based upon the location of the operation making the sale.

 

b.	Long-lived assets include property, plant and equipment, and other long-term assets.  Goodwill and intangible assets are not included in long-lived assets.

     

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NOTE 4 - EARNINGS PER COMMON SHARE

 

The following table presents the amounts used to compute basic and diluted earnings per common share, as well as the effect of dilutive potential common shares on weighted average shares outstanding (in thousands, except per share data):

 

		Three Months Ended								Six Months Ended
		December 31								December 31
		2014				2013				2014				2013
BASIC EARNINGS PER SHARE
Net income		$	1,588			$	870			$	3,115			$	2,735
Weighted average shares outstanding during the period, net of treasury shares (a)			24,124				24,066				24,123				24,062
Weighted average shares outstanding in the Deferred Compensation Plan during the period			325				307				319				301
Weighted average shares outstanding			24,449				24,373				24,442				24,363
Basic earnings per share		$	0.06			$	0.04			$	0.13			$	0.11
DILUTED EARNINGS PER SHARE
Net income		$	1,588			$	870			$	3,115			$	2,735
Weighted average shares outstanding
Basic			24,449				24,373				24,442				24,363
Effect of dilutive securities (b):
Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any			58				254				64				167
Weighted average shares outstanding (c)			24,507				24,627				24,506				24,530
Diluted earnings per share		$	0.06			$	0.04			$	0.13			$	0.11

 

 

(a)		Includes shares accounted for like treasury stock in accordance with Accounting Standards Codification Topic 710, Compensation - General.

 

(b)		Calculated using the “Treasury Stock” method as if dilutive securities were exercised and the funds were used to purchase common shares at the average market price during the period.

 

(c)

Options to purchase 2,377,900 common shares and 1,197,150 common shares at December 31, 2014 and 2013, respectively, and options to purchase 2,371,900 common shares and 1,676,650 common shares at December 31, 2014 and 2013, respectively, were not included in the computation of the three month and six month periods for diluted earnings per share, respectively, because the exercise price was greater than the average fair market value of the common shares.

   

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NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS

 

Carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment in accordance with ASC Topic 350, “Intangibles – Goodwill and Other.”  The Company may first assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired. If through the qualitative assessment it is determined that it is more likely than not that goodwill and indefinite-lived assets are not impaired, no further testing is required. If it is determined more likely than not that goodwill and indefinite-lived assets are impaired, or if the Company elects not to first assess qualitative factors, the Company’s impairment testing continues with the estimation of the fair value of goodwill and indefinite-lived intangible assets using a combination of a market approach and an income (discounted cash flow) approach, at the reporting unit level, that requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate.  The estimates of fair value of reporting units are based on the best information available as of the date of the assessment.  The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge.  Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests.  Indicators such as adverse business conditions, economic factors and technological change or competitive activities may signal that an asset has become impaired. Based on this assessment, no such potential impairment conditions were noted during the six month periods ended December 31, 2014 and 2013.

 

The Company identified its reporting units in conjunction with its annual goodwill impairment testing.  The Company relies upon a number of factors, judgments and estimates when conducting its impairment testing.  These include operating results, forecasts, anticipated future cash flows and marketplace data, to name a few.  There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill impairment.

   

 

The following table presents information about the Company's goodwill on the dates or for the periods indicated:

 

 Goodwill

(In thousands)		Lighting				Graphics				Components				All Other
		Segment				Segment				Segment				Category				Total
Balance as of June 30, 2014
Goodwill		$	34,913			$	24,959			$	11,621			$	6,850			$	78,343
Accumulated impairment losses			(34,778	)			(24,959	)			(2,413	)			(5,685	)			(67,835	)
Goodwill, net as of June 30, 2014			135				--				9,208				1,165				10,508
Sale of LSI Saco
Goodwill			--				--				--				(3,119	)			(3,119	)
Accumulated impairment losses			--				--				--				3,119				3,119
			--				--				--				--				--
Balance as of December 31, 2014
Goodwill			34,913				24,959				11,621				3,731				75,224
Accumulated impairment losses			(34,778	)			(24,959	)			(2,413	)			(2,566	)			(64,716	)
Goodwill, net as of December 31, 2014		$	135			$	--			$	9,208			$	1,165			$	10,508

 

In the first quarter of fiscal 2015, the Company sold LSI Saco Technologies Inc. A customer relationship intangible asset with a gross carrying amount of $1,036,000 and accumulated amortization of $428,000 was sold as a result of the sale of LSI Saco Technologies (See Note 13).

 

The gross carrying amount and accumulated amortization by major other intangible asset class is as follows:

 

		December 31, 2014
Other Intangible Assets		Gross
(In thousands)		Carrying				Accumulated				Net
		Amount				Amortization				Amount
Amortized Intangible Assets
Customer relationships		$	9,316			$	7,144			$	2,172
Patents			338				102				236
LED technology firmware, software			11,228				10,873				355
Trade name			460				460				--
Non-compete agreements			710				551				159
Total Amortized Intangible Assets			22,052				19,130				2,922
Indefinite-lived Intangible Assets
Trademarks and trade names			3,422				--				3,422
Total Indefinite-lived Intangible Assets			3,422				--				3,422
Total Other Intangible Assets		$	25,474			$	19,130			$	6,344

   

 

		June 30, 2014
		Gross
		Carrying				Accumulated				Net
(In thousands)		Amount				Amortization				Amount
Amortized Intangible Assets
Customer relationships		$	10,352			$	7,412			$	2,940
Patents			338				84				254
LED technology firmware, software			11,228				10,832				396
Trade name			460				454				6
Non-compete agreements			710				501				209
Total Amortized Intangible Assets			23,088				19,283				3,805
Indefinite-lived Intangible Assets
Trademarks and trade names			3,422				--				3,422
Total Indefinite-lived Intangible Assets			3,422				--				3,422
Total Other Intangible Assets		$	26,510			$	19,283			$	7,227

 

 

(In thousands)		Amortization Expense of Other Intangible Assets
		December 31, 2014				December 31, 2013
Three Months Ended		$	127			$	208
Six Months Ended		$	275			$	406

 

The Company expects to record annual amortization expense as follows:

   

 

NOTE 8  -  REVOLVING LINES OF CREDIT

 

In April 2014, the Company renewed its $30 million unsecured revolving credit line. The Company also renewed its $5 million unsecured revolving credit line for its Canadian operation. However, this Canadian line of credit was terminated as a result of the sale of LSI Saco Technologies Inc. (see note 13). The line of credit expires in the third quarter of fiscal 2017. Interest on the revolving line of credit is charged based upon an increment over the LIBOR rate as periodically determined, or at the bank’s base lending rate, at the Company’s option.  The increment over the LIBOR borrowing rate, as periodically determined, fluctuates between 150 and 190 basis points depending upon the ratio of indebtedness to earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the credit facility.  The fee on the unused balance of the $30 million committed lines of credit is 15 basis points.  Under the terms of this credit facility, the Company has agreed to a negative pledge of assets and is required to comply with financial covenants that limit the amount of debt obligations, require a minimum amount of tangible net worth, and limit the ratio of indebtedness to EBITDA. There are no borrowings against the line of credit as of December 31, 2014.

 

The Company is in compliance with all of its loan covenants as of December 31, 2014.

 

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NOTE 9 -  CASH DIVIDENDS

 

The Company paid cash dividends of $1,688,000 and $2,887,000 in the six months ended December 31, 2014 and 2013, respectively.   In January 2015, the Board of Directors declared a regular quarterly cash dividend of $0.02 per share payable February 17, 2015 to shareholders of record February 10, 2015. The new indicated annual cash dividend rate for fiscal 2015 is $0.08 per share.

 

NOTE 10 - EQUITY COMPENSATION

 

Stock Options  

 

The Company has an equity compensation plan that was approved by shareholders in November 2012 and that covers all of its full-time employees, outside directors and certain advisors.  This 2012 Stock Incentive Plan replaces all previous equity compensation plans. The options granted or stock awards made pursuant to this plan are granted at fair market value at the date of grant or award.  Options granted to non-employee directors become exercisable 25% each ninety days (cumulative) from the date of grant and options granted to employees generally become exercisable 25% per year (cumulative) beginning one year after the date of grant. The maximum contractual term of the Company’s stock options is ten years.  If a stock option holder’s employment with the Company terminates by reason of death, disability or retirement, as defined in the Plan, the Plan generally provides for acceleration of vesting.  The number of shares reserved for issuance is 1,258,156 shares, all of which were available for future grant or award as of December 31, 2014.  This plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted and unrestricted stock awards, performance stock awards, and other stock awards.  As of December 31, 2014, a total of 2,867,614 options for common shares were outstanding from this plan as well as one previous stock option plan (which has also been approved by shareholders), and of these, a total of 1,778,589 options for common shares were vested and exercisable.  As of December 31, 2014, the approximate unvested stock option expense that will be recorded as expense in future periods is $1,514,863.  The weighted average time over which this expense will be recorded is approximately 37 months.

 

The fair value of each option on the date of grant was estimated using the Black-Scholes option pricing model. The below listed weighted average assumptions were used for grants in the periods indicated.

 

		Three Months Ended								Six Months Ended
		December 31								December 31
		2014				2013				2014				2013
Dividend yield			1.17	%			--				1.17	%			3.33	%
Expected volatility			56	%			--				56	%			53	%
Risk-free interest rate			1.64	%			--				1.64	%			1.66	%
Expected life (years)			6.0				--				6.0				5.5

 

At December 31, 2014, the 593,400 options granted during the first six months of fiscal 2015 to employees had exercise prices ranging from $5.96 to $6.94 per share, fair values ranging from of $2.19 to $3.48 per share, and remaining contractual lives of between nine years nine months and nine years eleven months.

 

At December 31, 2013, the 421,000 options granted during the first six months of fiscal 2014 to employees had exercise prices of $7.20 per share, fair values of $2.64 per share, and remaining contractual lives of nine years eight months.

 

The Company calculates stock option expense using the Black-Scholes model.  Stock option expense is recorded on a straight line basis, or sooner if the grantee is retirement eligible as defined in the 2012 Stock Incentive Plan, with an estimated 2.1% forfeiture rate effective October 1, 2014. Previous estimated forfeiture rates were 2.0% effective April 1, 2014, 2.1% effective January 1, 2014, 2.2% effective July 1, 2013, and 2.3% effective January 1, 2013. The expected volatility of the Company’s stock was calculated based upon the historic monthly fluctuation in stock price for a period approximating the expected life of option grants.  The risk-free interest rate is the rate of a five year Treasury security at constant, fixed maturity on the approximate date of the stock option grant.  The expected life of outstanding options is determined to be less than the contractual term for a period equal to the aggregate group of option holders’ estimated weighted average time within which options will be exercised.  It is the Company’s policy that when stock options are exercised, new common shares shall be issued.  The Company recorded $796,192 and $93,635 of expense related to stock options in the three months ended December 31, 2014 and 2013, respectively, and $881,825 and $779,294 of expense related to stock options in the six months ended December 31, 2014 and 2013, respectively.  As of December 31, 2014, the Company had 2,842,342 stock options that were vested and that were expected to vest, with a weighted average exercise price of $8.97 per share, an aggregate intrinsic value of $554,212 and weighted average remaining contractual terms of 6.3 years.

   

 

Information related to all stock options for the six months ended December 31, 2014 and 2013 is shown in the following table:

 

		Six Months Ended December 31, 2014
		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (years)				Aggregate Intrinsic Value
Outstanding at 6/30/14			2,677,464			$	9.57				5.4			$	1,674,010
Granted			593,400			$	6.66
Forfeitures			(378,525	)		$	9.99
Exercised			(24,725	)		$	5.84
Outstanding at 12/31/14			2,867,614			$	8.95				6.3			$	558,591
Exercisable at 12/31/14			1,778,589			$	10.24				4.6			$	438,785

 

 

		Six Months Ended December 31, 2013
		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (years)				Aggregate Intrinsic Value
Outstanding at 6/30/13			2,341,150			$	9.95				5.6			$	1,544,896
Granted			421,000			$	7.20
Forfeitures			(25,550	)		$	10.71
Exercised			(21,900	)		$	6.41
Outstanding at 12/31/13			2,714,700			$	9.55				5.8			$	2,707,888
Exercisable at 12/31/13			1,908,337			$	10.70				4.5			$	1,208,150

 

 

The following table presents information related to unvested stock options:

 

		Shares				Weighted-Average Grant Date Fair Value
Non-vested at June 30, 2014			803,138			$	2.39
Granted			593,400			$	3.23
Vested			(268,763	)		$	2.23
Forfeited			(38,750	)		$	2.23
Non-vested at December 31, 2014			1,089,025			$	2.90

                                                                                

 

The weighted average grant date fair value of options granted during the six months ended December 31, 2014 and December 31, 2013 were $3.23 and $2.64, respectively. The aggregate intrinsic value of options exercised during the six months ended December 31, 2014 and 2013 were $22,383 and $59,520, respectively. The aggregate grant date fair value of options that vested during the six months ended December 31, 2014 and 2013 was $598,316 and $737,054, respectively. The Company received $144,352 and $140,404 of cash from employees who exercised options in the six month periods ended December 31, 2014 and 2013, respectively. Additionally, the Company recorded $7,834 as a reduction of federal income taxes payable, $36,575 as an decrease in common stock, $7,690 as a reduction of income tax expense, and $36,718 as a reduction of the deferred tax asset related to the exercises of stock options in which the employees sold the common shares prior to the passage of twelve months from the date of exercise.

   

 

Stock Compensation Awards  

 

The Company awarded a total of 13,800 and 11,575 common shares in the six months ended December 31, 2014 and 2013, respectively, as stock compensation awards. These common shares were valued at their approximate $96,000 and $95,000 fair market values based on their stock price at dates of issuance multiplied by the number of common shares awarded, respectively, pursuant to the compensation programs for non-employee directors who receive a portion of their compensation as an award of Company stock and for employees who received a nominal recognition award in the form of company stock. Stock compensation awards are made in the form of newly issued common shares of the Company.

 

Deferred Compensation Plan  

 

The Company has a non-qualified deferred compensation plan providing for both Company contributions and participant deferrals of compensation. This plan is fully funded in a Rabbi Trust. All plan investments are in common shares of the Company. As of December 31, 2014 there were 32 participants, all with fully vested account balances. A total of 327,362 common shares with a cost of $3,053,900, and 307,328 common shares with a cost of $2,914,700 were held in the plan as of December 31, 2014 and June 30, 2014, respectively, and, accordingly, have been recorded as treasury shares. The change in the number of shares held by this plan is the net result of share purchases and sales on the open stock market for compensation deferred into the plan and for distributions to terminated employees. The Company does not issue new common shares for purposes of the non-qualified deferred compensation plan. The Company accounts for assets held in the non-qualified deferred compensation plan in accordance with Accounting Standards Codification Topic 710, Compensation — General. The Company used approximately $139,100 and $149,800 to purchase 20,034 and 20,157 common shares of the Company in the open stock market during the six months ended December 31, 2014 and 2013, respectively, for either employee salary deferrals or Company contributions into the non-qualified deferred compensation plan. For fiscal year 2015, the Company estimates the Rabbi Trust for the Nonqualified Deferred Compensation Plan will make net repurchases in the range of 25,000 to 29,000 common shares of the Company. The Company does not currently repurchase its own common shares for any other purpose.

 

NOTE 1 2 - COMMITMENTS AND CONTINGENCIES

 

As part of the acquisition of Virticus Corporation on March 19, 2012, a contingent Earn-Out liability of $877,000 was recorded based on the fair value of estimated Earn-Out payments. This discounted liability is to be paid over a five year period, contingent upon reaching certain sales in each year over the five year period (fiscal year 2013 through fiscal year 2017). In fiscal 2013, as a result of modified sales forecasts for LSI Virticus, the fair value of the Earn-Out liability was adjusted to zero. The $877,000 reversal of the Earn-Out liability, was recorded in selling and administrative expenses in Corporate and Eliminations. As of December 31, 2014, the maximum potential undiscounted liability related to the Earn-Out is $3 million. This would be based upon the achievement of a defined level of sales of lighting control systems in fiscal years 2015 through 2017. The likelihood of this occurring is not considered probable.

 

The Company is party to various negotiations, customer bankruptcies, and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, cash flows or liquidity.

 

The Company may occasionally issue a standby letter of credit in favor of third parties. As of December 31, 2014, there were no standby letter of credit agreements.

   

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NOTE 13 – SALE OF SUBSIDIARY

 

On September 30, 2014, the Company sold the stock of its wholly owned subsidiary LSI Saco Technologies Inc., located in Montreal, Canada, for $1.9 million cash. The sale resulted in a pre-tax loss of $565,000. As a result of the sale, the Company terminated the $5 million unsecured revolving line of credit for this Canadian operation. LSI Saco reported $41,000 of net customer sales and a $(183,000) operating loss in the first quarter of fiscal 2015 prior to the sale. LSI Saco was reported in the All Other Category. The sale of LSI Saco was not considered the sale of a discontinued operation because the Company migrated most of its manufacturing, research and development, and selling activities from LSI Saco to the Company’s Cincinnati, Ohio location.

 

NOTE 14 – SEVERANCE COSTS

 

Pursuant to a management succession agreement entered into in fiscal 2004 as subsequently amended, the Company’s former Chief Executive Officer, Robert J. Ready, relinquished this title and related management responsibilities when the Company hired and appointed a new Chief Executive Officer in October 2014. While Mr. Ready remains on the Company’s Board of Directors, he is no longer Chairman of the Board. This agreement provides for 18 months of compensation to be paid to Mr. Ready, which resulted in a severance charge in the second quarter of fiscal 2015 of $800,000. Severance payments totaling $154,000 were made in the second quarter of fiscal 2015, leaving a severance liability of $646,000 as of December 31, 2014.

 

In January 2015, the Company initiated a reduction in force and expects to record estimated severance charges of $543,000 and facility exit charges of $33,000 in the third quarter of fiscal 2015. This reduction in force and employee retirements that occurred early in the third quarter of fiscal 2015 represent approximately 8.3% of the Company’s total salaried workforce and approximately $3.7 million of annual total compensation and benefit reductions.